The minority directors in the corporate governance of EU listed institutions: A chimera or a possibility?

Matteo De Poli, Pierre de Gioia-Carabellese

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1 Citation (Scopus)

Abstract

The analysis of the category of minority directors is discussed in this paper in an ambitious undertaking which hopefully is not overly so. This niche body of directors, a classification present in very few jurisdictions across the world, is discussed against the backdrop of a legal framework, Italy, where it has been codified for quite some time. Italy then, will be the starting point of a legislative expedition which will firstly encounter the shores of a comparator, Britain, and its local system of corporate governance, before ultimately reaching its journeyâ??s end in Brussels, and its legal framework of corporate governance addressed to listed companies. Based on the findings of this doctrinal analysis, it is suggested that the notion of minority directors as public safe-keepers, albeit exclusively confined to listed companies, could spearhead the agenda of the EU legislature and is a device fit for transplantation across the different corporate law frameworks, first and foremost the British one. Ultimately, through a speculative reference to the notion of â??board diversityâ?? and the literature sprouted on this concept, the Italian voting list model is discussed as a means of adding both value to listed entities and efficiency to the relevant boards. The analysis of the category of minority directors is discussed in this paper in an ambitious undertaking which hopefully is not overly so. This niche body of directors, a classification present in very few jurisdictions across the world, is discussed against the backdrop of a legal framework, Italy, where it has been codified for quite some time. Italy then, will be the starting point of a legislative expedition which will firstly encounter the shores of a comparator, Britain, and its local system of corporate governance, before ultimately reaching its journeyâ??s end in Brussels, and its legal framework of corporate governance addressed to listed companies. Based on the findings of this doctrinal analysis, it is suggested that the notion of minority directors as public safe-keepers, albeit exclusively confined to listed companies, could spearhead the agenda of the EU legislature and is a device fit for transplantation across the different corporate law frameworks, first and foremost the British one. Ultimately, through a speculative reference to the notion of board diversity and the literature sprouted on this concept, the Italian voting list model is discussed as a means of adding both value to listed entities and efficiency to the relevant boards.
Original languageEnglish
Pages (from-to)43-62
Number of pages20
JournalMaastricht Journal of European and Comparative Law
Volume24
Issue number1
DOIs
Publication statusPublished - 1 Feb 2017
Externally publishedYes

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